US Laws, Codes, Statutes & Cases

 
  § 1312. Termination of existence.
    When  an  authorized foreign corporation is dissolved or its authority
  or existence is otherwise terminated or cancelled in the jurisdiction of
  its incorporation or when such foreign corporation  is  merged  into  or
  consolidated  with  another  foreign  corporation,  a certificate of the
  secretary of state, or official performing the equivalent function as to
  corporate records, of the jurisdiction of incorporation of such  foreign
  corporation attesting to the occurrence of any such event or a certified
  copy of an order or decree of a court of such jurisdiction directing the
  dissolution   of  such  foreign  corporation,  the  termination  of  its
  existence or the cancellation of its authority shall be delivered to the
  department of state.  The filing of the  certificate,  order  or  decree
  shall  have  the same effect as the filing of a certificate of surrender
  of authority under section 1311 (Surrender of authority).  The secretary
  of state shall continue as agent of the foreign  corporation  upon  whom
  process  against  it  may be served in the manner set forth in paragraph
  (b) of section 306 (Service  of  process),  in  any  action  or  special
  proceeding  based  upon  any  liability  or  obligation  incurred by the
  foreign corporation within this  state  prior  to  the  filing  of  such
  certificate,  order  or decree and he shall promptly cause a copy of any
  such process to be mailed by registered mail, return receipt  requested,
  to  such  foreign  corporation at the post office address on file in his
  office specified for such purpose.   The  post  office  address  may  be
  changed  by  signing  and  delivering  to  the  department  of  state  a
  certificate of  change  setting  forth  the  statements  required  under
  section 1310 (Certificate of change, contents) to effect a change in the
  post   office  address  under  subparagraph  (a)  (4)  of  section  1308
  (Amendments or changes).